Terms of Service

Last Updated: October 24, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "Customer," "you," or "your") and TreeReed Partners ("TreeReed," "we," "us," or "our") governing your use of our services, website, and any related services.

By engaging our services, accessing our website (treereed.com), or entering into a service agreement with us, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.

2. Services Description

TreeReed Partners provides enterprise-grade open-source software implementation, consulting, customization, and support services, including but not limited to:

• Database migration and management (PostgreSQL, MariaDB, MongoDB)
• Knowledge management systems (MediaWiki, documentation platforms)
• Private cloud solutions (NextCloud, OpenStack)
• Enterprise search platforms (Apache Solr, Elasticsearch)
• Network infrastructure (mesh networking, VoIP systems)
• Content management systems (Drupal, WordPress, custom CMS)
• Business intelligence and analytics platforms
• Custom software development and integration services
• 24/7 technical support and maintenance

3. Customer Data Ownership

3.2 Limited Use of Customer Data

TreeReed Partners will only access, use, process, or store Customer Data to the extent strictly necessary to:

• Provide the contracted services
• Perform technical support and troubleshooting
• Ensure system security, backups, and disaster recovery
• Comply with legal obligations or court orders

We will never:

• Sell, rent, lease, or monetize Customer Data
• Use Customer Data for marketing or promotional purposes without explicit consent
• Share Customer Data with third parties except as required by law or with your permission
• Mine, analyze, or derive insights from Customer Data for our own purposes

3.3 Data Portability and Export

Customers have the absolute right to export, transfer, or retrieve all Customer Data at any time, in commonly used, machine-readable formats. We will assist with data export and migration at no additional charge during the term of service and for 90 days following service termination.

3.4 Data Deletion

Upon service termination or at your written request, we will securely delete all Customer Data from our systems within 30 days, unless retention is required by law. We will provide written confirmation of data deletion upon request.

4. Open-Source Software Licensing

4.2 No Proprietary Lock-In

We do not deploy proprietary software, closed-source solutions, or licensing models that create vendor lock-in. You have the freedom to:

• Use, modify, and distribute the software as permitted by its license
• Take over management and maintenance of systems at any time
• Engage other service providers without restriction
• Access complete source code and documentation for all deployed systems

4.3 Software Customizations and Modifications

All customizations, modifications, and extensions developed by TreeReed Partners will be:

• Documented: Comprehensive documentation provided in English, including technical specifications, code comments, and deployment guides
• Shared with Customer: Full source code and documentation delivered to the Customer with no restrictions
• Contributed to Open-Source Projects: As required by GPL and Apache licenses, modifications will be contributed back to upstream projects
• Licensed Appropriately: Customizations will be licensed under the same license as the parent software (GPL for GPL software, Apache for Apache software, etc.)

4.4 License Compliance

TreeReed Partners is committed to full compliance with all open-source license terms. We will:

• Maintain accurate records of all software licenses and versions
• Provide license attribution and copyright notices as required
• Make source code available as required by copyleft licenses
• Respect license restrictions on trademark and patent use

4.5 Customer Rights to Customizations

Unless otherwise specified in a written agreement, all customizations, configurations, scripts, and documentation created specifically for the Customer are owned by the Customer and licensed to TreeReed Partners solely for the purpose of providing services.

5. Service Level Agreements

Specific service levels, uptime guarantees, response times, and support obligations are defined in individual Service Level Agreements (SLAs) or Statements of Work (SOWs). Standard service levels include:

• 24/7 Critical Support: Response within 1 hour for severity-1 incidents
• Business Hours Support: Response within 4 hours for severity-2 incidents
• Uptime Commitment: 99.9% uptime for managed services (subject to SLA)
• Scheduled Maintenance: Advance notice and customer approval for maintenance windows

6. Payment Terms

6.1 Pricing and Fees

Fees for services are specified in individual contracts, proposals, or SOWs. Our pricing model is transparent:

• No Software Licensing Fees: We use open-source software with no recurring license costs
• Service-Based Pricing: You pay for implementation, customization, and support services
• Fixed-Price Projects: One-time implementation projects with fixed costs
• Monthly Retainers: Ongoing support and maintenance with predictable monthly fees

6.2 Payment Schedule

Unless otherwise agreed in writing:

• Project-based services: 50% upfront, 50% upon completion
• Monthly services: Invoiced monthly in advance, due within 30 days
• Late payments: 1.5% monthly interest on overdue balances

6.3 Taxes

Fees are exclusive of all taxes, duties, and assessments. Customer is responsible for all applicable taxes except taxes based on TreeReed's net income.

7. Warranties and Representations

7.1 TreeReed Warranties

TreeReed Partners warrants that:

• Services will be performed in a professional and workmanlike manner
• We have the right and authority to provide the services
• Services will comply with applicable laws and regulations
• We will use commercially reasonable efforts to ensure service quality

7.2 Open-Source Software Disclaimer

7.3 Customer Warranties

Customer warrants that:

• They have the authority to enter into this agreement
• Customer Data does not infringe on third-party rights
• They will comply with all applicable laws in their use of services
• Information provided to TreeReed is accurate and complete

8. Limitation of Liability

8.1 Liability Cap

Except for breaches of confidentiality, data protection obligations, or willful misconduct, TreeReed Partners' total liability arising from or related to these Terms or services provided shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim.

8.2 Exclusion of Consequential Damages

To the maximum extent permitted by law, TreeReed Partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, revenue, or business opportunities, even if advised of the possibility of such damages.

8.3 Exceptions

The limitations in this section do not apply to:

• Customer Data breaches caused by TreeReed's gross negligence or willful misconduct
• Violations of intellectual property rights
• Death or personal injury caused by TreeReed's negligence
• Fraud or fraudulent misrepresentation

9. Confidentiality

9.1 Definition

Confidential Information includes all non-public information disclosed by one party to the other, including but not limited to technical data, business plans, Customer Data, pricing information, and proprietary processes.

9.2 Obligations

Each party agrees to:

• Maintain confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes of performing under this agreement
• Limit access to Confidential Information to employees with a need to know
• Protect Confidential Information with at least the same degree of care used for own information

9.3 Exceptions

Obligations do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or court order (with notice to the disclosing party)

10. Intellectual Property Rights

10.1 Open-Source Software

Open-source software deployed by TreeReed remains subject to its original license (Apache, GPL, MIT, etc.). Neither party claims additional ownership rights over open-source software.

10.2 Customer Intellectual Property

All Customer Data, business processes, and proprietary information remain the exclusive property of the Customer.

10.3 TreeReed Intellectual Property

TreeReed retains ownership of its general methodologies, processes, tools, and know-how developed independently of Customer projects. However, any work product specifically created for Customer (customizations, configurations, documentation) is owned by Customer or licensed as open-source as described in Section 4.

10.4 License Grant to TreeReed

Customer grants TreeReed a limited, non-exclusive license to use Customer Data and systems solely for the purpose of providing services during the term of the agreement.

11. Term and Termination

11.1 Term

The term of service begins on the effective date specified in the service agreement and continues as specified (project completion, monthly renewal, annual term, etc.).

11.2 Termination for Convenience

Either party may terminate ongoing services with 30 days' written notice. Customer will be responsible for payment of services provided through the termination date.

11.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 30 days of written notice
• Becomes insolvent or files for bankruptcy
• Ceases business operations

11.4 Effect of Termination

Upon termination:

• Customer retains all rights to deployed software and customizations
• TreeReed will assist with transition and data export (fees may apply)
• Customer Data will be returned or deleted as specified in Section 3.4
• Confidentiality obligations survive for 5 years
• Payment obligations for services rendered remain due

12. Indemnification

12.1 TreeReed Indemnification

TreeReed will indemnify and defend Customer against claims that TreeReed's services or customizations infringe third-party intellectual property rights, provided Customer:

• Promptly notifies TreeReed of the claim
• Grants TreeReed sole control of defense and settlement
• Provides reasonable assistance in defense

12.2 Customer Indemnification

Customer will indemnify TreeReed against claims arising from:

• Customer Data or its use
• Customer's violation of laws or regulations
• Customer's breach of these Terms

13. Force Majeure

Neither party will be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemic, government action, internet outages, or acts of God, provided the affected party:

• Promptly notifies the other party
• Uses reasonable efforts to mitigate impact
• Resumes performance as soon as practicable

14. Dispute Resolution

14.1 Negotiation

Parties agree to first attempt to resolve disputes through good-faith negotiation between senior executives.

14.2 Mediation

If negotiation fails, parties agree to attempt mediation before a mutually agreed mediator.

14.3 Arbitration

Disputes not resolved through mediation will be settled by binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Portland, Oregon.

14.4 Legal Action

Either party may seek injunctive relief or pursue claims for intellectual property infringement in court without arbitration.

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of the State of Oregon, United States, without regard to conflict of law principles.

15.2 Entire Agreement

These Terms, together with any SOWs, SLAs, or service agreements, constitute the entire agreement between parties and supersede all prior communications and agreements.

15.3 Amendments

TreeReed may update these Terms by posting revised terms on our website. Material changes will be notified to active customers. Continued use of services constitutes acceptance of updated Terms.

15.4 Assignment

Customer may not assign these Terms without TreeReed's written consent. TreeReed may assign these Terms in connection with a merger, acquisition, or sale of assets with notice to Customer.

15.5 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

15.6 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.7 Notices

All notices must be in writing and delivered to:

• TreeReed Partners: legal@treereed.com or 1-503-928-4519
• Customer: Address specified in service agreement

15.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

16. Open-Source Community Participation

17. Contact Information

For questions regarding these Terms of Service, please contact: